16-10a-824 - Quorum and voting. - Utah Statutes

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16-10a-824. Quorum and voting.
(1) Unless the articles of incorporation or bylaws require a greater number, or, aspermitted in Subsection (2), a lower number, a quorum of a board of directors consists of:
(a) a majority of the fixed number of directors if the corporation has a fixed board size; or
(b) a majority of the number of directors prescribed, or if no number is prescribed, of thenumber in office immediately before the meeting begins, if a range for the size of the board isestablished pursuant to Subsection 16-10a-803(2).
(2) The articles of incorporation or bylaws may authorize a quorum of a board ofdirectors to consist of no fewer than 1/3 of the fixed or prescribed number of directors determinedunder Subsection (1).
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority ofdirectors present is the act of the board of directors unless the articles of incorporation, bylaws, orthis chapter require the vote of a greater number of directors.
(4) A director who is present at a meeting of the board of directors when corporate actionis taken is considered to have assented to the action taken at the meeting unless:
(a) the director objects at the beginning of the meeting, or promptly upon arrival, toholding the meeting or transacting business at the meeting and does not thereafter vote for orassent to any action taken at the meeting;
(b) the director contemporaneously requests his dissent or abstention as to any specificaction to be entered into the minutes of the meeting; or
(c) the director causes written notice of a dissent or abstention as to any specific action tobe received by the presiding officer of the meeting before adjournment of the meeting or by thecorporation promptly after adjournment of the meeting.
(5) The right of dissent or abstention as to a specific action pursuant to Subsection (4) isnot available to a director who votes in favor of the action taken.

Amended by Chapter 184, 1993 General Session

State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-824

16-10a-824. Quorum and voting.
(1) Unless the articles of incorporation or bylaws require a greater number, or, aspermitted in Subsection (2), a lower number, a quorum of a board of directors consists of:
(a) a majority of the fixed number of directors if the corporation has a fixed board size; or
(b) a majority of the number of directors prescribed, or if no number is prescribed, of thenumber in office immediately before the meeting begins, if a range for the size of the board isestablished pursuant to Subsection 16-10a-803(2).
(2) The articles of incorporation or bylaws may authorize a quorum of a board ofdirectors to consist of no fewer than 1/3 of the fixed or prescribed number of directors determinedunder Subsection (1).
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority ofdirectors present is the act of the board of directors unless the articles of incorporation, bylaws, orthis chapter require the vote of a greater number of directors.
(4) A director who is present at a meeting of the board of directors when corporate actionis taken is considered to have assented to the action taken at the meeting unless:
(a) the director objects at the beginning of the meeting, or promptly upon arrival, toholding the meeting or transacting business at the meeting and does not thereafter vote for orassent to any action taken at the meeting;
(b) the director contemporaneously requests his dissent or abstention as to any specificaction to be entered into the minutes of the meeting; or
(c) the director causes written notice of a dissent or abstention as to any specific action tobe received by the presiding officer of the meeting before adjournment of the meeting or by thecorporation promptly after adjournment of the meeting.
(5) The right of dissent or abstention as to a specific action pursuant to Subsection (4) isnot available to a director who votes in favor of the action taken.

Amended by Chapter 184, 1993 General Session

State Codes and Statutes

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State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-824

16-10a-824. Quorum and voting.
(1) Unless the articles of incorporation or bylaws require a greater number, or, aspermitted in Subsection (2), a lower number, a quorum of a board of directors consists of:
(a) a majority of the fixed number of directors if the corporation has a fixed board size; or
(b) a majority of the number of directors prescribed, or if no number is prescribed, of thenumber in office immediately before the meeting begins, if a range for the size of the board isestablished pursuant to Subsection 16-10a-803(2).
(2) The articles of incorporation or bylaws may authorize a quorum of a board ofdirectors to consist of no fewer than 1/3 of the fixed or prescribed number of directors determinedunder Subsection (1).
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority ofdirectors present is the act of the board of directors unless the articles of incorporation, bylaws, orthis chapter require the vote of a greater number of directors.
(4) A director who is present at a meeting of the board of directors when corporate actionis taken is considered to have assented to the action taken at the meeting unless:
(a) the director objects at the beginning of the meeting, or promptly upon arrival, toholding the meeting or transacting business at the meeting and does not thereafter vote for orassent to any action taken at the meeting;
(b) the director contemporaneously requests his dissent or abstention as to any specificaction to be entered into the minutes of the meeting; or
(c) the director causes written notice of a dissent or abstention as to any specific action tobe received by the presiding officer of the meeting before adjournment of the meeting or by thecorporation promptly after adjournment of the meeting.
(5) The right of dissent or abstention as to a specific action pursuant to Subsection (4) isnot available to a director who votes in favor of the action taken.

Amended by Chapter 184, 1993 General Session